Nightingale Informatix Corporation

Nightingale Informatix Corporation

June 07, 2006 08:30 ET

Nightingale Announces $10 Million Private Placement

MARKHAM, ONTARIO--(CCNMatthews - June 7, 2006) -


Nightingale Informatix Corporation (TSX VENTURE:NGH) (the "Company"), one of North America's fastest growing healthcare application service providers (ASP) of Electronic Medical Record (EMR) and practice management solutions, today announced it has entered into an agreement (the "Offering") with Clarus Securities Inc. (the "Underwriter") pursuant to which the Company has agreed to issue and sell by way of underwritten private placement, an aggregate of 7,700,000 Units (the "Units") of the Company at a price of $1.30 per Unit, resulting in gross proceeds of $10,010,000.

Each Unit shall consist of one common share of the Company (the "Common Shares") and one half of one common share purchase warrant (the "Warrants"), each whole Warrant being exercisable to acquire an additional Common Share at a price of $1.60 per Common Share for a period of 24 months following the closing of the Offering.

The Underwriter will be paid a cash commission of 7% of gross proceeds on closing of the Offering and in addition will be granted a number of compensation options (the "Compensation Options") equal to 10% of the total number of Units sold pursuant to the Offering. Each Compensation Option will entitle the holder to acquire one Unit under the same terms and conditions as the Offering, for a period of 24 months following the closing of the Offering.

This private placement financing is subject to the receipt of all necessary regulatory approvals, including the approval of TSX Venture Exchange. The Units will be offered in certain provinces of Canada by way of private placement pursuant to applicable prospectus exemptions. Closing of the offering is expected to occur on or about June 20, 2006.

The net proceeds of the offering are intended to be used by the Company for working capital and general corporate purposes.

About Nightingale

Nightingale Informatix Corporation (TSX VENTURE:NGH) is one of North America's fastest growing healthcare application service providers (ASP) for outpatient clinics. Nightingale's Internet-based Electronic Health Record (EHR), Electronic Medical Record (EMR) and practice management solutions are designed to help physicians, clinics, hospitals and other healthcare organizations more efficiently manage their operations and patient records.

Nightingale's products and services offer physicians in the United States and Canada leading-edge functionality for clinical documentation, patient scheduling, resource scheduling, billing, transcription, end-to-end coding and claims processing, data management, work flow tools, laboratory interfaces, documentation management and patient portals, along with other real-time services. The company's proprietary offerings of software include myNightingale, Entity and Physician WorkStation, providing physicians with a fully integrated, simple-to-use system that automates daily tasks and creates a single, accessible source of patient data.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any securities in any jurisdiction. The Units being offered have not been and will not be registered under the U.S. Securities Act of 1933 and state securities laws. Accordingly, the Units may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration.

This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nightingale to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the existence of present and possible future government regulation; the significant and increasing competition that exists in the medical software industry; the early stage of Nightingale's business; and therefore it is subject to the risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information on Nightingale Informatix Corporation is available at

The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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